Production NotesA key player in bringing David Ghantt and his story to the big screen turned
out to be the one cast member
who actually grew up near the scene of the crime - Zach Galifianakis. "As I
started researching the story,
Zach came to mind even before I knew he came from North Carolina," says Hess.
"When I found out that
he grew up a few hours away from where the actual heist occurred, I was even
more like, 'Man, Zach's gotta
be the guy playing David.' He really brought authentic local flavor to the
accent and the way he portrays the
character."

Galifianakis, who was born in Wilkesboro, about an hour north of Charlotte,
felt an immediate kinship with
the world of Masterminds. "I grew up with guys like David," he says. "So getting
into character was pretty
second nature. It wasn't like I had to do a ton of research."

The actor developed a genuine fondness for his character after meeting the
real-life David Ghantt in Los
Angeles. "I went to lunch with David and found him to be a gentle, sweet guy and
even somewhat innocent,"
says Galifianakis. "He got wrapped up in a bad idea, but I think we're all
guilty of that. David told me he used
to be rambunctious back in his early 20s when he was making eight bucks an hour.
We talked about
temptation and the fact that he had this rough start in life. It was a terrible
decision on David's part; the
whole pull for him was never the money. I think he robbed because his heart told
him to."

Playing the minimum-wage femme fatale to Galifianakis' blue-collar thief,
Kristen Wiig brought innate
empathy to her zany interpretation of Kelly Campbell. "In our version of the
story, they're clueless people
with big hearts," says Wiig. "It's not that you should rob a bank if you're
bored, but I think Kelly really did
find something in her life she was looking for. She's the reason why David puts
his life at risk. He loves her,
and then she falls in love with him. I couldn't believe it was a true story."

The on-screen chemistry between Galifianakis and Wiig infuses Masterminds'
slapstick surrealism with a
number of heart-warming moments. "I've worked with Kristen before on other
things but I really got to
know her on Masterminds," says Galifianakis. "She's the goofiest lady in the
greatest way and unafraid to try
things. We really clicked - thank God, because it's the worst when you don't."

Inciting David and Kelly to commit crimes they wouldn't have dreamed of doing
on their own is self-appointed
ringleader Steve Chambers, aka "Gepetto." "Steve fancies himself an alpha dog
who's pulling the
strings among his group," says Owen Wilson. "He can be sort of persuasive but
he's not a tremendously
likable person. He just wants to look cool. For me, the characters that end up
being the most fun to play have
at least one of the seven deadly sins and Steve Chambers definitely has quite a
few."

Wilson, who has co-written several Wes Anderson movies, brought a contrasting
comedic style to the
ensemble cast. "Owen's the perfect counterpoint because his attention to
language and how he phrases things
is so distinctive," notes producer Lorne Michaels. "If you only judged these
characters by their actions they'd
be thought of as idiots, so when you can make them sympathetic and show what
they're thinking, the way
Owen is able to do because of his intelligence, it makes the story more
interesting."

"Saturday Night Live" veteran Jason Sudeikis initially had qualms about
portraying jolly killer-for-hire Mike
McKinney. "He's a hit man who's done the job several times and with great zeal,"
says Sudeikis, who earlier
acted opposite Galifianakis in the political satire Campaign. "When I initially
read the script, I didn't think I
was necessarily right for the part because I tend to look at characters in a
very literal way." But Sudeikis
warmed to the strange friendship that blossoms in Mexico between the hit man and
his target. "David teaches
Mike a little bit about God, love, Buddha - the big-picture things that someone
who extinguishes life for
money may not always deal with."

Even the supporting characters in Masterminds boast unexpected quirks, as
Devin Ratray learned when he
researched his role as Steve Chambers' sidekick Runny. "He didn't want to get
his fingerprints on the big
bundles of cash so, true story, Runny handled the cash only with his wrists,"
says Ratray, the former Home
Alone child actor who more recently appeared in director Alexander Payne's
Oscar-nominated drama
Nebraska. "Runny held up the transportation of the money by at least 45 minutes
because he kept on
dropping it."

Primitive but effective, Runny's cash-moving technique actually prevented FBI
agents (portrayed in the film
by Leslie Jones and Jon Daly) from tracking heist suspects through fingerprints.
"I practiced lifting up lunch
trays at the cafeteria with my wrists," Ratray laughs. "That's the kind of
effort I put into research. That's
where the real work and the joy of my craft comes in."

GOOD VIBES AND SURREAL MOMENTS

Although the filmmakers traveled to Puerto Rico for some sequences where
David is hiding out in Mexico,
most of Masterminds was shot on location in and around Asheville, North
Carolina. "Of all the movies I've
done, I think this one had the nicest feeling on set," says Michaels, whose
credits include Baby Mama,
MacGruber, Mean Girls, Tommy Boy, Â¡Three Amigos! and Wayne's World. "Zach and
Kristen are perhaps the lead
characters but they'd also show up when the others were shooting. There was a
real sense that everyone was
rooting for everyone else."

"If you looked at our set, there was nothing too elaborate, which was great,"
adds Galifianakis. "It allowed
for more looseness and creativity. I remember working with Kristen until one in
the morning when we got
the giggles like you do if you attend a church where you're not supposed to
laugh. I'm 44 and it's
unprofessional to laugh at one in the morning with the other actors so I tried
to play the disciplinarian. I told
Kristen, 'Try to be professional,' but I couldn't stop laughing while I said it.
I don't usually crack up that
much, but this set was really fun. At the same time, it's work. I mean you go in
and you vomit your lines out
and hope people like it."

From Hess' vantage point, good vibes lead to good comedy. "There were so many
good places to go eat, so
every night after the shoot we all hung out. It was a riot."

Cast and crew had plenty of time to take advantage of Ashville's lively
restaurant and club scene because the
weather sometimes failed to cooperate with the shooting schedule. Due to rain
delays, it took nine days to
film the climactic sequence that unfolds at the fancy mansion belonging to David
Chambers and his wife
Michelle, played by Mary Elizabeth Ellis.

"There were so many Salvador Dali moments," recalls Ratray. "One time I was
lying in the mud covered in
duct tape with the rain falling in my one eye because the other one was taped
shut. I look like I'm having a
slight seizure with Zach standing over me in a white tuxedo, sunglasses and a
rifle. Reading the script is one
thing but shooting it for hours and hours, doing it again and again and again,
sometimes you'd just look
around covered in duct tape and say, 'What the hell?' Every day there was
something new."

THAT '90S LOOK

As a fact-based movie set in the not-so-distant past, Masterminds occupies a
largely unheralded region of
the pop-culture timeline: the late 1990s. Costume designer Sarah Edwards
embraced the task of dressing
characters for a period that has yet to generate much in the way of nostalgia.
"It was challenging to find
clothes because they're not really old enough to be in the costume rental houses
yet, so we can't rent them,"
she says. "At the same time people still have them in their closet, so they're
not in vintage stores either. We
spent a lot of time in thrift stores."

Although Masterminds takes place in 1997, the North Carolina characters
lagged behind the times in terms
of their fashion savvy, according to Edwards. "People were still wearing things
from the '80s," says the
designer, whose previous work includes such contemporary dramas as The Secret
Life of Walter Mitty and
Michael Clayton. "That period was actually a lot of fun to recreate, I mean,
people were still wearing shoulder
pads in the '90s."

Edwards especially enjoyed dressing Owen Wilson as gang leader Steve
Chambers. "Owen had no fear and
went full on into the period," she says. "We've now gone to skinny low-rise
pants but when Masterminds
takes place, everything was oversized. Steve Chambers wears great big printed
crazy Zubaz pants with muscle
T-shirts. The last time I saw someone wearing those, it was Joey Buttafuoco. And
when Steve and his wife
Michelle go to the mall with all their money and come out in matching
red-white-and-blue windbreakers
wearing incredibly high-waisted jeans - for me that was a great moment."

Edwards rooted the film's overall aesthetic in deliberately un-chic
references. "These characters don't have a
tremendous amount of taste," she says. "Their references are daytime television
and the best store in town is
probably a J.C. Penney. Jared loves that period and really wanted to go there,
so we looked at Sears catalogs
from the mid-'90s. It's before the internet. It's before everybody had access to
everything that was happening
in the world so fashions came a little bit later to the South and we wanted to
reflect that."

In Galifianakis' interpretation of David Ghantt, the character's defining
style trait took the shape of an
outrageous pudding bowl haircut. "It's a really unfortunate look," he laughs. "I
don't know how anybody
could pull that off. David Ghantt doesn't really look like that in real life.
He's much more badass, that's for
sure, so we androgenized him a bit. I've never played anybody overtly sexual. I
have to look goofy, but the
hair takes the cake."

The filmmakers put a comedic twist on Ghantt's wardrobe for the scene when he
flees the country for
Mexico. "David stuffed $30,000 in cowboy boots in real life, but in the movie we
decided to put the cash in
my underwear because who doesn't like midsection humor?"

To portray Kelly Campbell, the woman who inspires David's criminality in the
first place, Wiig worked with
Edwards to make sure her character dressed in authentically unfashionable
outfits. "We looked at a lot of
portraits of people that were taken in malls in the '90s including photographs
taken by the Sears Portrait
Studio," she says. "Kristen really wanted to embrace that and wear things that
were maybe not so pretty."

One of the movie's most startling costumes belongs to McKinnon's character
Jandice, when she dresses up in
a soap opera-inspired dress to pose for wedding photographs with David. "The
look for Jandice has been
designed by a team of professionals who are well-versed in horrible things,"
McKinnon laughs. "The worst
kinds of hair, the very worst clothes, the makeup could be worse, but it could
also be way better. It's actually
not far from how I dress in real life, so I feel very at home in these clothes."

FROM MOBILE HOMES TO MANSIONS

To create Steve and Michelle Chambers' pre- and post-heist homes, production
designer Clayton Hartley and
set decorator David Smith referenced the real-life couple's remarkably bad
taste. For their piece de resistance, the
designers performed a mansion makeover honoring the gaudy sensibilities of the
nouveau riche criminals. "I
said to all of my set decorator friends, 'Guess what? This script has a black
velvet Elvis Presley painting, and
not only that, Playboy Bunny centerfolds,'" says Smith. "Because in the
real-life Chambers' house, there was a
whole bathroom full of centerfolds."

In fact, the filmmakers actually wound up toning down Chambers' outrageous
sense of decor, according to
Smith. "We did include a black velvet background painting of Elvis Presley, but
we opted not to do the
Playboy Bunnies. We also couldn't paint the walls bright red like Steve Chambers
did because the owners
wouldn't agree to it. They couldn't quite believe what we were doing to their
house as it was.

"For me personally," adds Smith, "It's a lot more fun to work with
character-driven environments like these
than to do something pristine and beautiful out of the pages of Elle Decor or
Architectural Digest."

Chambers' huge new house and fancy cars spark suspicion from snobbish
neighbors who have trouble
believing the loser they knew in high school could have made his millions
through any legitimate means. "The
big test for the characters was that that they weren't supposed to spend any
money for a while," notes
Michaels. "They were just supposed to sit on it. But then you see how Chambers
and his wife make that first
little move to buy clothes at the mall, thinking, 'Maybe I can get just a little
of that.' And from there it's a
slippery slope. All these characters had to do was to go about their normal
lives, but they couldn't do that."

Standing in stark contrast to the sterile upscale suburban neighborhood where
Steve and Michelle choose to
live are the colorful Mexican streets where David finds himself fleeing law
enforcement agents and a sadistic
hit man. The Mexico scenes were actually shot in Puerto Rico, where the
filmmakers constructed a vast flea
market from scratch. "Originally it was only supposed to be just one block but
it kept growing until it became
two blocks," says Smith. "Everything was acquired on location. We tried to set
it up fast but got rained out
severely and had to change our schedule. We still had a lot of fun though."

TRUE STORY, REAL FUN

Rated PG-13, Masterminds' hilarious sight gags and down-home characters offer
a refreshing alternative to
the raunchy humor that characterizes many profanity-laced summer movies,
according to Galifianakis.
"American comedies can be really loud with bad language and some people love
that, but I feel like all the
cursing and stuff has become kind of hacky now," says the actor. "Jared and I
agreed on the idea that we
could make jokes without that."

For all its bad behavior, Masterminds retains a certain innocence rarely
featured in mainstream Hollywood
comedy. "With Jared, I feel like you're never that far from a Warner Bros.
cartoon where there's a little bit of
Bugs Bunny and Daffy Duck. If you like that sensibility, you're going to like
this movie because it's fun, it's
going to last less than two hours and you're going to laugh a lot. Also, it
won't insult your intelligence and the
story holds your attention."

Ultimately, Masterminds owes its entertainment value to the filmmakers' deft
take on events set in motion
by wildly amateurish criminals 18 years ago. "If everything had gone according
to plan and worked out
perfectly, I would probably be in Europe right now," says Ghantt, who serves as
a consultant on the movie.
"I'd probably be living in Ireland where a person like myself would not stand
out too much - except for my
accent." Then again, if everything had worked out perfectly, audiences wouldn't
get a chance to enjoy the
hilarious screwball heist flick that is Masterminds.